UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 28, 2019

 

 

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35243   90-0640593
(State of Incorporation)  

(Commission

File Number)

 

(IRS Employer

Identification No.)

1011 Warrenville Road, Suite 600

Lisle, Illinois

  60532
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (630) 824-1000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock   SXC   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 28, 2019, SunCoke Energy, Inc., a Delaware corporation (the “ Company ”), completed the previously announced merger of SunCoke Energy Partners, L.P., a Delaware limited partnership (“ SXCP ”), and SC Energy Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“ Merger Sub ”), pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated February 4, 2019, by and among the Company, Merger Sub, SXCP and SunCoke Energy Partners GP LLC, a Delaware limited liability company that is SXCP’s general partner, whereby Merger Sub merged with and into SXCP, and SXCP continued as the surviving entity (the “ Merger ”).

Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding common unit, representing limited partner interests in SXCP, held by a unitholder other than the Company, and/or entities partially or wholly owned and directly or indirectly controlled by the Company, including Merger Sub, Sun Coal & Coke LLC and SXCP (the “ SXCP Public Units ”), was converted into the right to receive (x) 1.40 shares of validly issued, fully paid and non-assessable common stock of the Company, par value $1.00 per share (the “ Parent Common Stock ”) and (y) a fraction of a share of Parent Common Stock equal to the product of (aa) the number of days beginning with the first day of the most recent full calendar quarter with respect to which an SXCP unitholder distribution record date has not occurred (or, if there is no such full calendar quarter, then beginning with the first day of the partial calendar quarter in which the Closing (as defined in the Merger Agreement) occurs), and ending on the day immediately prior to the Closing, multiplied by (bb) a daily distribution rate that is equal to the quotient of the most recent regular quarterly cash distribution paid by SXCP divided by 90, such product divided by $10.91 ((x) and (y) collectively, the “ Merger Consideration ”). Upon being converted into the right to receive the Merger Consideration, all SXCP Public Units were canceled.

The above description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2019, and the terms of which are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 28, 2019, the Company and SXCP issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this report being furnished pursuant to Items 7.01 and 9.01 of Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

  2.1    Agreement and Plan of Merger dated as of February  4, 2019, by and among SunCoke Energy, Inc., SC Energy Acquisition LLC, SunCoke Energy Partners, L.P., and SunCoke Energy Partners GP LLC (incorporated by reference to Exhibit 2.1 to SunCoke Energy, Inc.’s Current Report on Form 8-K filed on February 5, 2019 (File No. 001-35243)).
10.1    Support Agreement, dated as of February 4, 2019, by and between SunCoke Energy Partners, L.P. and Sun Coal  & Coke LLC (incorporated by reference to Exhibit 10.1 to SunCoke Energy, Inc.’s Current Report on Form 8-K filed on February 5, 2019 (File No.  001-35243)).
99.1    Press Release, dated June 28, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SUNCOKE ENERGY, INC.

By:

 

 

/s/ Fay West

  Fay West
  Senior Vice President and Chief Financial Officer

DATED: June 28, 2019

LOGO    Exhibit 99.1

Investors and Media:

Andy Kellogg & Kory Kutzke

(630) 824-1907

SUNCOKE ENERGY, INC. COMPLETES ACQUISITION

OF SUNCOKE ENERGY PARTNERS, L.P.

Lisle, Ill. (June 28, 2019) – SunCoke Energy, Inc. (NYSE: SXC) (“SunCoke”) and SunCoke Energy Partners, L.P. (NYSE: SXCP) (“SXCP”) today announced that SunCoke has completed its previously announced acquisition of all of SXCP’s outstanding common units not already owned by SunCoke. Following this acquisition, SXCP’s common units are no longer traded publicly on the New York Stock Exchange.

“We are pleased with the overwhelmingly favorable support received from our investors for this important transaction,” said Mike Rippey, President and Chief Executive Officer of SunCoke. “The simplified corporate structure increases liquidity and improves financial flexibility, which strengthens our ability to execute on strategic objectives and generate significant value for SunCoke stockholders.”

ABOUT SUNCOKE ENERGY, INC.

SunCoke Energy, Inc. (NYSE: SXC) supplies high-quality coke for the blast furnace production of steel under long-term, take-or-pay contracts that pass through commodity and certain operating costs to customers. We utilize an innovative heat-recovery technology that captures excess heat for steam or electrical power generation. Our cokemaking facilities are located in Illinois, Indiana, Ohio, Virginia and Brazil. We have more than 55 years of cokemaking experience serving the integrated steel industry. In addition, we provide export and domestic material handling services to coke, coal, steel, power and other bulk and liquids customers. Our logistics terminals have the collective capacity to mix and transload more than 40 million tons of material each year and are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.

FORWARD-LOOKING STATEMENTS

Some of the statements included in this press release constitute “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include all statements that are not historical facts and may be identified by the use of such words as “believe,” “expect,” “plan,” “project,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. Forward-looking statements are inherently uncertain and involve significant known and unknown risks and uncertainties (many of which are beyond the control of SXC) that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to domestic and international economic, political, business, operational, competitive, regulatory and/or market factors affecting SXC, as well as uncertainties related to: pending or future litigation, legislation or regulatory actions; liability for remedial actions or assessments under existing or future environmental regulations; gains and losses related to acquisition, disposition or impairment of assets; recapitalizations; access to, and costs of, capital; the effects of changes in accounting rules applicable to SXC; and changes in tax, environmental and other laws and regulations applicable to SXC’s businesses.

Forward-looking statements are not guarantees of future performance, but are based upon the current knowledge, beliefs and expectations of SXC management, and upon assumptions by SXC concerning future conditions, any or all of which ultimately may prove to be inaccurate. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. SXC does not intend, and expressly disclaims any obligation, to update or alter its forward-looking statements (or associated cautionary language), whether as a result of new information, future events or otherwise after the date of this press release except as required by applicable

law. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, SXC has included in its filings with the Securities and Exchange Commission (the “SEC”) cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by SXC. For information concerning these factors, see SXC’s SEC filings such as its annual and quarterly reports and current reports on Form 8-K, copies of which are available free of charge on SXC’s website at www.suncoke.com. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward-looking statements.

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